I was 14 years old. I was well into puberty and I had been masturbating for about 2 years. My mom was not very good at closing her bedroom door so there were many times when I would see her dressing or undressing or she would be getting out of the shower and she'd be drying her hair and her body. Of course at 14 years old I would get very aroused watching her, especially since she was so hot. She was rather petite, about the same height as me. She had big breasts. I didn't know what size they were but they seem to defy gravity. She definitely had a nice figure for a woman of 39 years old. So most of the time when I would see her there dressing, or undressing, or drying herself off, I would close her door to a crack so she wouldn't see me, and I would peak through it and masturbate. Sometimes I think she knew I was there but she never said anything.

One day she came home from work and she was wearing a plaid button down top which was pink and white. She had it tied. in a knot at the bottom so I could see her belly, which was flat and tan. Her jean shorts were very tight and fringed at the bottom. Through her belt loops was a wide, shiny, pink belt. On her feet were some calf high shiny pink boots with high heels.  Her fingernails were also painted shiny pink.  She looked very sexy.  My cock got instantly hard in my shorts when I saw her.  I couldn't help it.  I had no control.  I swear she looked directly at it for a second, and then she looked up at me and smiled.  "Hi!  I'm going up to my room to change into my bathing suit, and then I'm going to go out back and work on my tan.  Want to join me?"

"Sure thing!" I answered.

After Mom went upstairs, and I heard her door creek, I went up to see what I could see.  Her door was already open only a crack so I peeked in through the crack, and waited for her to come into view.  She walked out of her bathroom, unbuttoning her top.  She left her top on once it was unbuttoned.  She then turned the chair around that she sat in to put her makeup on so that it was facing the bedroom door, and me.  I pulled my cock out and started to stroke it.  Mom unbuckled her belt, unbuttoned and unzipped her shorts, and pushed them down her legs, slipping them over her boots.  She was not wearing any panties.  She then pulled something out of a drawer that I had not seen before.  It looked like a rubber penis.  Of course I know it now to be a dildo, but back then I had never seen one before.  It was fairly long and wide, and had a suction cup at the bottom.  Mom started to rub it up and down her pussy lips, and I thought I was going to pass out.  This was going way beyond anything I'd seen her do before.

"Are you watching me Larry?  I know you watch me.  I hope you are watching me now.  It really turns me on when I think about what you are doing when you watch me.  Are you stroking your cock?  Guess what?  I've watched you stroke it before.  I've peeked in on you too, and you have a nice big cock for such a young boy.  I play with myself while I watch you make yourself cum.  Are you playing with yourself now?"

Then mommy licked the suction cup part of the dildo and stuck it onto the chair she was standing in front of.  The she slowly lowered herself onto the dildo, guiding all the way inside her pussy until she was straddling the chair and I could see her pussy lips spread very wide around the base of the fake cock.  Mommy was looking right at the crack in the door.  Right at me.  And she started to make little noises as she rocked back and forth on the chair.

"Oh Larry!  God I hope you're watching me and stroking your cock.  That meaty 14 year old cock.  I bet you can cum over and over again, can't you?  Oh God this is so hot!"

Mom's movements got faster and faster.  My stroking got faster and faster.  Soon I was close to the edge.  This was the hottest thing I'd ever seen.

"Mommy's so hot right now baby, thinking about you stroking your cock watching me.  Mommy's gonna cum really soon.  Cum with mommy baby.  Cum all over mommy's door.  That way I'll know you were watching me.  Oh God baby!  Here is cums!  Ah ah ah ooooohhhhhhhhhhh!"

Mommy was pinching her nipples with those hot pink fingernails and looking right at me with her oooooohhhh face.  I started to cum too, but I put my cock back in my pants.  I didn't want her to know I was there.  "Oh Oh Oooohhhh, quietly, don't want her to hear me.  Oh  huh, huh."  So much cum in my pants.  I quietly ran downstairs and went outside to wait for Mom out back.

I lied down on a lounge chair in the hot sun, thinking about what I just witnessed.  Being a 14 year old boy, my libido was strong, and my cock immediately began to grow hard again.  I started to stroke it again, thinking about the scene upstairs.  I was spreading the cum that was all over my pants and cock, on my hands and belly.  I took some of it and started to rub it on my nipples gently.  I discovered a few months ago that it felt very good to touch and rub my nipples.

Finally, Mommy walked out, and I stopped what I was doing, but by that time I was sticky all over with my own cum.  I wasn't sure if she could tell, but I'm absolutely sure she could see the gigantic tent in my pants caused by my raging hard on.

"Hi Larry!  Really nice day out here huh?  Hey are you wearing any oil?  You are going to get burned honey.  Let me put some oil on you."  Before I could say anything about it, mom was sitting on my thighs, my cock sticking up right between her legs, and there is no way she couldn't have noticed.  She started rubbing oil on my arms, and then moved to my chest.  When her pink fingernails scratched my nipples I twitched.  "Oh honey!  Do you have sensitive nipples like mommy?"  She scratched them again, this time several times.  I kept twitching, and I started breathing hard, and my hips started to move up and down involuntarily.  "Wow baby!  You sure are fun!  Mmmmmm..."  She moved down to my belly, and then went past my shorts, "accidentally" touching my penis, at which point I twitched again.  "Oh, don't worry about that honey.  It's natural for a 14 year old boy to get an erection when someone is touching him like this.  And quite the erection you have too!"

She touched it again gently and my hips moved up and into her touch, and my eyes rolled back in my head.  Then she started rubbing the oil on my thighs.  Her fingers moved up, into the legs of my shorts.  I wasn't wearing any underwear.  She was barely brushing my balls with the long, ping fingernails.  My cock was so hard, and was pulsating.  I thought I was going to cum right there.  Then mom suddenly stopped rubbing me and stood up in front of me.  She was wearing the same outfit she was wearing before, except her top wasn't tied at the bottom, and she wasn't wearing her boots.  She slowly started to unbutton her pink and white checkered top, revealing a shiny, hot pink bikini top underneath.  She let her top drop to the ground.  The she unbuckled her hot pink, shiny belt, and unbuttoned her jean shorts, and pushed them down her thighs, letting them drop to the floor.  Her bikini bottom was also hot pink.  She was staring at me the whole time.  She grabbed the oil, and started rubbing on her chest, getting under her top, on her breasts.  Then she rubbed it on her belly, and then her arms.  Finally she rubbed it on the front of her legs.

"Larry, will you rub this oil on the back of my legs and on my back?" as she lied down on the lounge chair on her stomach.

"Sure.  No problem!"  I took the oil from her.  I rubbed it into her calves, and started to rub it into the back of her thighs.

"Sit up here.  She said, pointing to her calves.  So I sat on her calves, and rubbed the oil into her thighs.  "Mmmm Larry.  That feels so good.  Make sure you get my inner thighs."  I had to move up a bit.  I rubbed the oil on her inner thighs, and I was coming dangerously close to her ass and to her private areas.  I suddenly realized that if I took my penis out of my shorts right now, mommy wouldn't notice, so I did, and it felt so good to see my penis so close to my mom while I was rubbing oil on her.  In fact, it made me get braver, and I moved up a little bit more in my seating position so that the tip of my penis was now touching the bottom of her bathing suit.  And I started to rub the oil underneath her suit, on her bare ass, and down very close to her private parts.  Occasionally I brushed them gently and mommy would make a little noise. "Mmm  Uhh".  Soon I was rubbing harder down there and mommy was breathing hard and moving her hips towards my fingers, still with little noises. "Ahh ahh, ooh."

"Oh God baby, you are making mommy feel so good!  Mmmm."  So then I started to rub my thumbs inside her.  In and out.  Up and down.  It didn't take long.  "Uh honey, uh, uh wha, wha are you doing wha?  Uh, uh UHHHHH!  OHHHHHH!"  Her whole body was shaking as she has her orgasm.  And then she totally relaxed. 

I moved further up so I could rub the oil on her back and shoulders.  Now my penis was sitting on her bikini bottom right where her ass crack was, and my balls were squashed up against her ass.  I pushed her bikini into her ass crack so my penis could sit in the crevice.  The sight was so hot.  My pulsing cock against her hot pink bikini and tan ass cheeks.  I started to rub oil into her back, moving slowly upward.  The further upward I moved, the greater the pressure between my cock and balls, and her ass.  When I got to her bikini top, I asked if I could untie it so I could get underneath it more easily.  She was so out of it now.  "Umm what?  Oh, yeah, sure."  I untied her top, and rubbed the oil on the top of her back.  I then moved to her sides, and moved the top away from her breasts.  I rubbed oil into the sides of her breasts, and she again began to stir.  "Mmmm.  That feels nice."

At this point the pressure was very great down below, and I involuntarily started to hump her ass.  I rubbed her shoulders, and my humping became harder and more intense.  I then moved down to her breasts again, and began to rub them again.  "Mmmmm Larry, keep doing that."  My humping was very obvious now, and mom was finally recovering from her cum.  "Larry, what are you doing?"  I got back up and held on to the sides of her waste so I could watch what was about to happen.  My humping was now out of control.  I was past the point of no return.  "Mom you need some more lotion!"  The first jet of cum reached from mom's bikini bottom all the way to her hair.  I was trying not to make too much noise as I sprayed stream after thick stream of juice all over mommy's back, but I couldn't help some choked ooohs and aahhs. 

Right in the middle of my explosion mommy said, "Larry first of all, that is enough oil, and second, how are you spraying it on my back with both hands on my waste?"

When I finally finished, I felt guilty.  I just left the cum all over mommy's back, and put my penis back in my pants.  "Mom, I have to pee."  I got up and left, but on the way back inside I took mom's jean shorts.

Right before I got inside mom yelled, "Larry, it's OK! I know..."  And I shut the door.  I ran to the bathroom, and closed and locked the door, or at least I thought I had locked it.  Just holding mommy's shorts, with the thick, wide, shiny pink belt made my cock start to stir again.  Remember, I was only 14, and I could probably cum hard 15 times a day if I wanted to.  I put the shorts on, pulling them up my legs.  It was very apparent that mom had a smaller waste and butt, and smaller thighs and hips than I did.  I could just barely fit into them.  They were button fly.  I left my now fully hard cock stick out of the fly hole, buttoning the buttons so that my cock was being squeezed.  When I finally got them buttoned, they were squeezing my cock and balls so hard that I almost didn't even need to stroke myself to make myself cum.  All I would have to do is just hump the air, and think about what I had just done.  I looked at myself in the mirror.  Somehow I felt really sexy in those jeans.  Their tightness, the fringes at the bottom.  I ran my hands across the belt.  So smooth.  So hot.  I started to hump the air, looking at myself in the mirror.  I put my fingers on my nipples, squeezing them gently as I looked at myself in those jeans, with that belt.  So horny.  So hot.  It felt so good.  Suddenly mommy walked in and caught me in the act of what I was doing.

"Larry, it's ok sweetie, I know what you did and it's...  Oh.  What are you doing with my pants?"  I looked at her in the mirror and I was so embarrassed.

"Mom, I'm sorry I took your pants. I..."  "Larry, be quiet!  You actually look kind of hot.  Stroke your cock."  I was so embarrassed.  "It's OK honey.  I've wanted this to happen for a long time.  Stroke your cock for mommy."  She took off her bikini top and walked up behind me, pressing her breasts against my back as I started to stroke my cock.  She reached under my arms and around my chest and started to scratch and pinch my nipples with those long, pink fingernails.  She looked right into my eyes as I brought myself closer and closer to orgasm.  She whispered in my ear.  "Does that feel good, mommy pinching your nipples while you stroke your cock?  Do you want to cum baby?  Well mommy's not going to let you cum yet."  And she backed off and moved my hand away from my penis.

I turned around, and mommy slipped out of her bikini bottom.  She was still covered with tanning oil, and I was so mesmerized by her sexiness and her, and what was currently happening.  Mom grabbed my cock and started to stroke it.  she got up really close to me and whispered in my ear. "Mommy wants you baby.  Mommy wants your big, young cock inside her."  The she got down on her knees and started to suck it.  Stroking it, while licking the head, moving her head up and down on it, all the time looking up, into my eyes with lust that can't be described with words.  Again I was getting very close to losing it.  I wanted so badly to cum all over mommy's face and shoulders and breasts.  But again, as if mommy could read my mind she stopped sucking on my cock.

She stood up, and leaned over the sink, putting her ass up in the air.  My cum was still all over her back.  "Fuck me baby.  Fuck your mommy's pussy now.  I want that 14 year old meaty cock inside me now.  And while your at it, rub that "lotion" that sprayed all over my back into my back while you fuck me."

I got up behind her and did as she said.  I slowly entered her.  I didn't really know what I was doing, but I didn't have to.  Mommy started to push herself back against me until I was all the way inside her.  Then she moved away, and then back again.  I started to follow her movements, and we were as one.  I was deep inside her, and she held me inside her.  We moved forward, backward, round and round, side to side, always so deep.  I rubbed the cum into her back as we moved in unison.  A dance of lust.  She looked at me in the mirror.  She mouthed, "Fuck mommy baby.  Fuck me baby."  I felt myself building slowly.  So intense.  Never feeling it this intense before, and then again she pushed me away!

"Mom!"  I was so frustrated.  She started to laugh.  She turned around and started to pinch my nipples with those hot pink fingernails again.

"Pinch mommy's nipples baby."  Wow!  This was intense too.  We played this four nipples game for several minutes, staring into each others eyes with so much desire.  "You will see my son, why I've been teasing you so much.  You will soon see what all of this is leading up to.  I've been hoping this would happen for a long time, and I know you have too, and I am going to make it the most pleasurable moment that you have ever experienced in your life.  You will never, ever forget what is about to happen."  We kept up the four nipple game for another minute or so, both of us bucking our hips almost uncontrollably.  And she backed off.

She got down on the floor on her back, and lifted her legs up above her and spread them.  Then she motioned for me to get down there with her.  "Come on baby."  You look so sexy wearing mommy's tight shorts, with that pink belt.  Get down here and fuck mommy's pussy while your wearing her shorts.  That's it baby.  Put your arms on the outside of my legs so you can hold them over my head, and let it sink all the way in me.  Now momma's gonna just barely touch your nipples with her long pink fingernails so that every time you move you'll feel a little shock run through them.  That's it, now look into mommy's eyes, and let's just move, really slow and enjoy the ride."

I was so deep inside my mommy.  She was so warm inside.  So tight around me.  I could feel her pulsing around me.  We began to rock forward and backward as one.  She held a tight grip on me, holding me so deep inside, rocking with me so slow.  She looked lustfully into my eyes, her breathing was heavy and steady.  My nipples felt so good.  I was constantly twitching uncontrollable from her touch.  My breathing was also heavy.  "Oh Larry.  This is so intense.  I love having you so deep inside me.  Fucking me so deep while you’re wearing my tight shorts.  My little 14 year old baby boy fucking his mommy so deep."

I couldn't speak.  I could only stare into her eyes and breath, and twitch.  I felt myself building slowly.  I tried not to think about the days events, only about the intense feelings I was having right now.  My nipples, my penis, my mommy's beautiful eyes and smile, looking up into my face.  Higher and higher I went.

"That's it Larry.  I know you are building with mommy.  Slowly building.  Slowly more and more intense.  That's it.  Just rock back and forth slowly with me.  So intense baby.  Never so intense before than with you right now.  Let it happen baby.  Let it happen.  Rock slowly with me.  Mommy wants your baby honey.  Daddy is gone, and mommy wants another baby.  Mommy wants your baby, her son's baby.  Mommy wants it.  Let it happen baby.  Let it build baby.  Mommy's getting closer baby.  I can feel you getting closer honey.  Let it happen.  Rock with mommy.  Mommy wants your seed inside her sweetie.  Mommy wants your baby.  Mommy wants you to make her pregnant."  Suddenly she was moving faster.  She was panting.

"Momma wan huh huh mommy huh huh wants her Larry to huh huh mom huh huh oh yes mommy wah huh"  I was also panting.

"Uh huh huh huh"  So fast and deep.  So tight and warm.  Holding me deep inside her.  Climbing to a peak so fast. "Huh Huh uh!"

"Mommy wants you huh cum baby. Give me your cum baby.  Cum inside mommy while you’re wearing her tight little shorts.  Huh Huh!  UuhhhHHH!!!!!"  Suddenly she thrust her hips as hard as she could towards me, and I pushed myself as deep as I could inside her.  Her fingernails continued their work on my nipples and then it happened.  We were looking deep into each others eyes, but we were lost somewhere else in time and space.  I was cumming so hard deep inside her.  Jet after jet of semen invaded her innermost depths.  She was convulsing uncontrollably beneath me.  Our mouths were open, but all we could manage were the occasional inhale and exhale.  Another spasm, and another, and then another.  Would I ever stop cumming.  And then we slowly came down from the high, as our spasms became less and less intense, and when it was finally over, I fell on top of her sweat and oil covered body, and we drifted off to sleep.

When I awoke, mommy was kissing me intensely.  "Thank you baby. I love you so much.  We will definitely be doing that again, very soon."  And I kissed her back, and I never had to peak in on her again, unless it was a game we were playing.  And we did play a lot of games.